IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------
November 4, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
IMMUNOMEDICS, INC. (the 'Company') will be held at the Company's offices at 300
American Road, Morris Plains, New Jersey 07950, on Wednesday, November 4, 1998,
at 10:00 a.m., for the following purposes:
1. To elect six Directors;
2. To ratify the selection of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending June 30, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on September 28, 1998
as the record date for determining all stockholders entitled to receive notice
of the Annual Meeting and to vote at such meeting or any adjournment or
adjournments thereof.
The Board of Directors appreciates and welcomes stockholder participation in
the Company's affairs. Whether or not you plan to attend the Annual Meeting,
please vote by completing, signing and dating the enclosed proxy and returning
it promptly to the Company in the enclosed self-addressed, postage-prepaid
envelope. If you attend the meeting, you may revoke your proxy and vote your
shares in person.
By Order of the Board of Directors,
PHYLLIS PARKER,
Secretary
October 2, 1998
<PAGE>
IMMUNOMEDICS, INC.
300 American Road
Morris Plains, New Jersey 07950
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PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 4, 1998
General Information
This Proxy Statement is furnished to the stockholders of Immunomedics, Inc.,
a Delaware corporation (the 'Company'), in connection with the solicitation of
proxies by the Board of Directors of the Company (the 'Board of Directors') for
use at the Annual Meeting of Stockholders of the Company to be held on November
4, 1998, and any adjournment or adjournments thereof (the 'Annual Meeting'). A
copy of the notice of meeting, the Company's Annual Report for the fiscal year
ended June 30, 1998 and form of proxy accompany this Proxy Statement and are
first being sent to stockholders on or about October 5, 1998.
Only stockholders of record at the close of business on September 28, 1998,
the record date for the Annual Meeting, will be entitled to notice of and to
vote at the Annual Meeting. On the record date, there were issued and
outstanding 37,586,087 shares of the Company's Common Stock, par value $.01 per
share (the 'Common Stock'). Each share of Common Stock entitles the holder to
one vote with respect to each of the matters to be voted upon at the Annual
Meeting. The Common Stock is the only class of outstanding securities of the
Company entitled to vote at the Annual Meeting.
Presence in person or by proxy of the holders of 18,793,044 shares of Common
Stock will constitute a quorum at the Annual Meeting. Assuming a quorum is
present, the affirmative vote of the holders of at least a majority of votes
present and entitled to be cast at the Annual Meeting is required for (i) the
election of Directors, (ii) the ratification of the selection of KPMG Peat
Marwick LLP as independent auditors for the current fiscal year, and (iii)
except as otherwise required by Delaware Law or the Company's Certificate of
incorporation, any other matters that properly come before the meeting. If a
stockholder, present in person or by proxy, abstains on any matter, the
stockholder's shares will not be voted on such matter. Abstentions may be
specified on all proposals submitted to a stockholder vote other than the
election of directors. Abstentions will be counted as present for purposes of
determining the existence of a quorum regarding the proposal on which the
abstention is noted. Thus, an abstention from voting on a matter has the same
legal effect as a vote 'against' the matter, even though a stockholder may
interpret such action differently. A proxy submitted by a stockholder also may
indicate that all or a portion of the shares represented by such proxy are not
being voted by such stockholder with respect to a particular matter. This could
occur, for example, when a broker is not permitted to vote shares held in street
name on certain matters in the absence of instructions from the beneficial owner
of the shares.
If a proxy in the accompanying form is properly executed and returned, the
shares represented thereby will be voted as instructed in the proxy. If no
instructions are given, the persons named in the proxy intend to vote in favor
of (i) the nominees for election as Directors as set forth below and (ii) the
ratification of the selection of KPMG Peat Marwick LLP as independent auditors
for the current fiscal year.
Brokers holding shares in street name, who do not receive instructions, are
entitled to vote on the election of Directors and ratification of the
appointment of the independent auditors, since such matters are considered to be
routine. Since a broker is not required to vote shares held in 'street name' in
the absence of instructions from the beneficial stockholder, a stockholder's
failure to instruct his broker may result in the stockholder's shares not being
voted.
<PAGE>
Each proxy granted may be revoked by the person granting it at any time (i)
by giving written notice to such effect to the Secretary of the Company, (ii) by
execution and delivery of a proxy bearing a later date, or (iii) by attendance
and voting in person at the Annual Meeting, except as to any matter upon which,
prior to such revocation, a vote shall have been cast pursuant to the authority
conferred such proxy. The mere presence at the Annual Meeting of a person
appointing a proxy does not revoke the appointment.
ELECTION OF DIRECTORS
Nominees
The Certificate of Incorporation of the Company provides that the number of
Directors of the Company shall be fixed by resolution of the Board of Directors.
Such number currently has been fixed at seven persons. Warren W. Rosenthal, a
director since 1983, has decided to retire and not stand for re-election.
Accordingly, the number of directors will be reduced to six. At the Annual
Meeting, six persons will be elected to the Board of Directors to serve until
the next annual meeting and until their successors have been elected and
qualify. The persons named as proxies in the accompanying proxy intend to vote
for these nominees of the Board of Directors or, if any of the nominees should
be unable to serve, for such substitute nominee(s) as the Board of Directors
then may propose.
The following table sets forth information about the nominees, each of whom
is currently serving as a Director of the Company:
<TABLE>
<CAPTION>
Year First
Elected to
Board of
Name Age Positions with the Company Directors
- --------------------------- ----------- ---------------------------------------- -----------
<S> <C> <C> <C>
David M. Goldenberg........ 60 Chairman of the Board and Director(1) 1982
Robert J. DeLuccia......... 53 President, Chief Executive Officer and
Director 1998
W. Robert Friedman, Jr. ... 56 Director(3)(5)(6) 1997
Marvin E. Jaffe............ 62 Director(2)(5) 1994
Richard R. Pivirotto....... 68 Director(2)(4)(6) 1991
Richard C. Williams........ 55 Director(1)(2)(3)(4)(5) 1993
- ---------
</TABLE>
(1) Executive Committee member
(2) Audit Committee member
(3) Compensation Committee member
(4) Finance Committee member
(5) Research Review Committee member
(6) Governance and Nominating Committee member
-------------------
Each current Director was elected as such at the Annual Meeting held on
November 5, 1997, except for Mr. DeLuccia, who was appointed as a Director on
July 21, 1998. No family relationship exists among the Directors of the Company
or between any of such persons and the Executive Officers of the Company.
Dr. David M. Goldenberg was the founder of the Company in July 1982 and,
since that time, has been Chairman of the Board of the Company. Dr. Goldenberg
served as Chief Executive Officer from July 1982 through July 1992 and from
February 1994 through May 1998. Dr. Goldenberg was Professor of Pathology at the
University of Kentucky Medical Center from 1973 until 1983 and Director of such
University's Division of Experimental Pathology from 1976 until 1983. From 1975
to 1980, he also served as Executive Director of the Ephraim McDowell Community
Cancer Network, Inc., and from 1978 to 1980 he was President of the Ephraim
McDowell Cancer Research Foundation, Inc., both in Lexington, Kentucky. Dr.
Goldenberg is a graduate of the University of Chicago College and Division of
Biological Sciences (S.B.), the University of Erlangen-Nuremberg (Germany)
Faculty of Natural Sciences (Sc.D.), and the University of Heidelberg (Germany)
School of Medicine (M.D.). He has written or co-authored more than 950 journal
articles, book chapters and abstracts on cancer research, detection and
treatment, and has researched and written extensively in the area of
radioimmunodetec-
2
<PAGE>
tion using radiolabeled antibodies. In addition to his employment with the
Company, Dr. Goldenberg is President of The Center for Molecular Medicine and
Immunology ('CMMI'), an independent not-for-profit research center, and its
clinical unit, the Garden State Cancer Center. He also holds the positions of
Adjunct Professor of Microbiology and Immunology with the New York Medical
College in Valhalla, N.Y. In 1985 and again in 1992, Dr. Goldenberg received an
'Outstanding Investigator' grant award from the National Cancer Institute for
his work in radioimmunodetection and, in 1986 , he received the New Jersey Pride
Award in Science and Technology. Dr. Goldenberg was honored as the ninth Herz
Lecturer of the Tel Aviv University Faculty of Life Sciences. In addition, Dr.
Goldenberg received the 1991 Mayneord 3M Award and Lectureship of the British
Institute of Radiology for his contributions to the development of radiolabeled
monocolonal antibodies used in the imaging and treatment of cancer. He was also
named the co-recipient of the 1994 Abbott Award by the International Society for
Oncodevelopmental Biology and Medicine.
Robert J. DeLuccia has over 28 years of pharmaceutical industry experience
including sales, marketing, new product development and general management. In
1994, Mr. DeLuccia was appointed President of Sanofi Winthrop Pharmaceuticals
U.S., the U.S. subsidiary of Paris based Sanofi. In 1984, he joined Winthrop
Pharmaceuticals as Vice President of Marketing for its imaging and therapeutic
product lines and held positions of increasing responsibility in Sterling
Winthrop Pharmaceuticals. His pharmaceutical career began in 1970 as a sales
representative for Pfizer Laboratories, and over the suceeding 14 years he rose
to the position of Vice President of Marketing and Sales Operations of Pfizer's
Roerig Division. Mr. DeLuccia holds a master's degree in Business Administration
from Iona College.
W. Robert Friedman, Jr. has been a Senior Managing Director of Dominick &
Dominick, an investment banking firm, since July 1996 and has approximately 25
years of healthcare investment banking experience. Prior to joining Dominick &
Dominick, Mr. Friedman served as a managing director for the investment banking
firms of Furman Selz, LLC, from December 1994 to June 1996, and Robert Fleming
Inc., from December 1990 until December 1994. Mr. Friedman was a founding
principal of Montgomery Medical Ventures and currently is a member of The Board
of Directors of the Children's Health Fund. Mr. Friedman is a 1970 M.B.A.
graduate of The Wharton School.
Dr. Marvin E. Jaffe has been a consultant to the health care industry since
April 1994. From August 1988 until March 1994 he was president of the RW Johnson
Pharmaceutical Research Institute, where he was responsible for the global
research and development activities of a group of Johnson & Johnson companies
including Ortho and McNeil Pharmaceutical, Ortho Biotech and Cilag. Prior to
joining Johnson & Johnson, Dr. Jaffe held senior positions in drug development
at Merck & Co., Inc. He also serves as a Director of Chiroscience, plc., a
biopharmaceutical company, Titan Pharmaceuticals, Inc., a biopharmaceutical
company focusing on neurological diseases and cancer, Matrix Pharmaceuticals,
Inc., a biotechnology company involved in development of anti-cancer products,
and Vanguard Medica Group, plc, a product development company.
Richard R. Pivirotto has been the President of Richard R. Pivirotto Company,
Inc., a management consulting firm in Greenwich, Connecticut, since 1981. Prior
thereto, until 1981, Mr. Pivirotto had served as President and Chairman of
Associated Dry Goods Corp., a chain of retail department stores, of which he
also served as a Director until 1986. Mr. Pivirotto also serves as a member of
the Board of Directors of General American Investors Company, Inc., a closed-end
diversified management investment company, The Gillette Company, a consumer
products company, The New York Life Insurance Company, a life insurance company,
CBS Corp., a global company engaged in the media industries and technologies
business and The Greenwich Bank & Trust Co., a financial institution. Mr.
Pivirotto serves as a Trustee of Greenwich Hospital Corp., a Trustee Emeritus of
Princeton University, as well as a Trustee of General Theological Seminary. Mr.
Pivirotto was a Trustee of The Center for Molecular Medicine and Immunology from
September 1989 until October 1991.
Richard C. Williams has been the President and Chief Executive Officer of
Conner-Thoele Limited, a financial and strategic advisory firm serving the
health care and pharmaceutical industries, since March 1989, and also is
Chairman of the Board of Medco Research, Inc., a company focused on developing
cardiovascular medicines and adenosine-based products. He also serves as
director of Vysis, Inc., a genomics diagnostic company. In addition to other
positions, Mr. Williams served as Chief Financial Officer of Erbamont, N.V., a
pharmaceutical company, from November 1983 until February
3
<PAGE>
1989, and prior thereto served in various financial positions with Field
Enterprises, Abbott International, Ltd., and American Hospital Supply
Corporation.
The Board of Directors recommends that stockholders vote FOR the election of
each of the nominees named herein.
Additional Information with respect to the Board of Directors and its Committees
During the fiscal year ended June 30, 1998, the Board of Directors met seven
times. There are six standing committees of the Board of Directors which are
described below. During the fiscal year ended June 30, 1998, each Director
attended at least 75% of the aggregate of (i) all Board meetings, and (ii) all
Committee meetings of which he was a member (held during the period he was a
director or member).
The Executive Committee has all the power and authority to act on behalf of
the Board of Directors, to the extent permitted under Delaware law, in all
matters not designated to other committees. During the fiscal year ended June
30, 1998, the Executive Committee did not meet. Principal functions of the other
standing committees of the Board of Directors are summarized below:
The Audit Committee reviews the audited financial statements of the Company,
reviews with the Company's independent auditors the scope and results of the
audit engagement and recommends to the Board of Directors the employment and
termination of such auditors. During the fiscal year ended June 30, 1998, the
Audit Committee held one meeting. In addition, the Audit Committee met in July
1998 in connection with year-end audit planning and review.
The Compensation Committee administers and interprets the Company's 1983 and
1992 Stock Option Plans, approves options granted thereunder and reviews
standards and policies for compensation and fringe benefit programs for the
Company's employees (See 'Executive Compensation and Certain Relationships.')
During the fiscal year ended June 30, 1998, the Compensation Committee held four
meetings.
The Finance Committee investigates new sources of capital and oversees
decisions regarding investment of the Company's funds. During the fiscal year
ended June 30, 1998, the Finance Committee held three meetings.
The Research Review Committee reviews research initiatives of the Company
and administers the Company's obligations under an agreement with CMMI
concerning the allocation of research projects. During the fiscal year ended
June 30, 1998, the Research Review Committee held two meetings.
The Governance and Nominating Committee considers and recommends to the
Board of Directors candidates for nomination to the Board of Directors. During
the fiscal year ended June 30, 1998, the Governance and Nominating Committee did
not meet and the functions thereof were performed by the Board of Directors.
The Company pays each of its non-employee Directors an annual fee of $5,000,
plus a per diem allowance of $1,000 for attendance at meetings and committees
thereof, and $500 per telephone conference. Directors are also reimbursed for
their out-of-pocket expenses incurred in attending such meetings. In addition,
in accordance with the terms of the 1992 Option Plan, each non-employee Director
receives an annual option on the first business day in July to purchase 10,000
shares of the Common Stock at the then-prevailing market price. See 'Employee
Compensation and Certain Relationships -- Stock Option Plan'.
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, the Compensation Committee of the Board of Directors
consisted of Messrs. W. Robert Friedman, Jr., Warren Rosenthal and Richard
Williams, each of whom was an outside Director during fiscal 1998. Mr.
Rosenthal will resign as a Director, effective at the Annual Meeting, and will
serve in a non-voting advisory capacity as an Emeritus Director.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 filed with the Securities and
Exchange Commission and the Company under the Securities Exchange Act of 1934
(the 'Exchange Act') and a review of
4
<PAGE>
written representations received by the Company, no person who at any time
during fiscal 1998 was a Director, Executive Officer or beneficial owner of more
than 10% of the outstanding shares of Common Stock failed to file, on a timely
basis, reports required by Section 16(a) of the Exchange Act, except that Joseph
Presslitz, an executive officer of the Company, filed a Form 5 for June 30,
1998, belatedly reporting his becoming an executive officer of the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of September 28, 1998, information
regarding the beneficial ownership of Common Stock (i) by each Director (each of
whom, other than Warren Rosenthal, is a nominee for election at the Annual
Meeting), (ii) by each Executive Officer listed in the Summary Compensation
Table, (iii) by all Directors and current Executive Officers as a group (eleven
persons), and (iv) by each person or group known by the Company to own
beneficially in excess of five percent of the Common Stock:
<TABLE>
<CAPTION>
Number of
Shares
of Common Percent of
Name(1) Stock Class
- -------------------------------------------------------- -------------- -------------
<S> <C> <C>
David M. Goldenberg..................................... 13,303,407(2) 35.2%
Robert J. DeLuccia...................................... 100 *
W. Robert Friedman...................................... 2,500(3) --
Marvin E. Jaffe......................................... 25,200(4) *
Richard R. Pivirotto.................................... 95,000(3) *
Warren W. Rosenthal..................................... 190,520(5) *
Richard C. Williams..................................... 35,000(3) *
Hans J. Hansen.......................................... 170,550(6) *
Carl M. Pinsky.......................................... 0 --
Joseph E. Presslitz..................................... 96,500(3) *
Melvin A. Snyder........................................ 11,250(3) *
Deborah Goldenberg...................................... 2,336,184(7) 6.2%
Eva Goldenberg.......................................... 2,336,184(7) 6.2%
All Directors and Executive Officers as a group......... 13,932,027(8) 36.2%
- ---------
</TABLE>
(1) Unless otherwise noted, the stockholders identified in this table have sole
voting and investment power. The address of each of the stockholders listed
in the above table who own more than 5% of the Common Stock is c/o
Immunomedics, Inc., 300 American Road, Morris Plains, New Jersey 07950. All
information in the table is based upon reports filed by such persons with
the Securities and Exchange Commission and the Company and upon
questionnaires submitted by such persons to the Company in connection with
the preparation of this Proxy Statement.
(2) Consists of 7,789,701 shares held by Dr. Goldenberg, 307,692 shares held by
the David M. Goldenberg 1989 Trust Agreement, 200,000 shares held by Escalon
Corp. ('Escalon'), a company wholly-owned by Dr. Goldenberg, 3,451,600
shares as to which Dr. Goldenberg has the voting or dispositive power
pursuant to a power of attorney granted to him by certain of his children or
as trustee for a trust for their benefit, 1,219,169 shares as to which Dr.
Goldenberg has voting power pursuant to an agreement with Hildegard
Gruenbaum (his former spouse), and 225,000 shares which may be acquired upon
exercise of options which are presently exercisable or will become
exercisable within 60 days of the date hereof (see 'Executive Compensation
and Certain Relationships'), 1,495 shares held by Dr. Goldenberg's present
spouse and 108,750 shares which may be acquired by her upon exercise of
options which are presently exercisable or will become exercisable within 60
days of the date hereof. Dr. Goldenberg disclaims beneficial ownership with
respect to all shares owned by Mrs.
Goldenberg or Mrs. Gruenbaum.
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from previous page)
(3) Represents shares which may be acquired upon the exercise of options which
are presently exercisable or will become exercisable within 60 days of the
date hereof (see 'Executive Compensation and Certain Relationships').
(4) Includes 25,000 shares which may be acquired upon the exercise of options
which are presently exercisable or will become exercisable within 60 days of
the date hereof (see 'Executive Compensation and Certain Relationships').
(5) Consists of 45,232 shares held by Mr. Rosenthal, 122,500 shares which may be
acquired upon exercise of options which are presently exercisable or will
become exercisable within 60 days of the date hereof (see 'Executive
Compensation and Certain Relationships'), 10,000 shares held by a
partnership of which Mr. Rosenthal and his wife are the sole partners,
12,000 shares held by trusts of which Mr. Rosenthal's wife is the trustee
and over which she exercises sole voting and investment power, and 788
shares held by Mr. Rosenthal's wife. Mr. Rosenthal disclaims beneficial
ownership with respect to all shares beneficially owned by his wife.
(6) Consists of 1,000 shares held by Dr. Hansen, 168,750 shares which may be
acquired upon exercise of options which are presently exercisable or will
become exercisable within 60 days of the date hereof (see 'Executive
Compensation and Certain Relationships'), and 800 shares held by Dr.
Hansen's wife. Dr. Hansen disclaims beneficial ownership with respect to all
shares owned by his wife.
(7) Consists of 870,400 shares held directly by each of Deborah and Eva
Goldenberg, 307,692 shares held by each of the David M. Goldenberg 1989
Trust Agreement and the Hildegard Goldenberg 1989 Trust Agreement, of which
trusts Deborah Goldenberg and Eva Goldenberg are trustees, and 850,400
shares held by a trust for the benefit of Denis C. Goldenberg, of which
Deborah Goldenberg and Eva Goldenberg are trustees. Deborah and Eva
Goldenberg have each signed a power of attorney granting Dr. Goldenberg the
right to vote the shares held by them in their individual capacity.
(8) Includes 890,250 shares which may be acquired upon the exercise of options
which are presently exercisable or will become exercisable within 60 days of
the date hereof.
(*) Less than 1%.
The Company does not know of any arrangements, including a pledge by any
person of securities of the Company, the operation of which at a subsequent date
may result in a change in control of the Company.
EXECUTIVE COMPENSATION AND CERTAIN RELATIONSHIPS
Compensation Committee Report
The material in this report and in the performance graph is not soliciting
material, is not deemed filed with the SEC and is not incorporated by reference
in any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, whether made before or after
the date of this Proxy Statement and irrespective of any general incorporation
language in such filing.
Compensation Committee Responsibilities
The Company's compensation program is administered by the Compensation
Committee of the Board of Directors (the 'Committee'), which is currently
comprised of three non-employee Directors. All actions of the Committee are
presented to the Board of Directors for ratification. The Committee reviews and
determines the salaries for corporate officers and key employees and reviews and
determines, by grade levels, employees who are eligible to participate in the
Company's incentive compensation plans. The Committee also oversees management
of the 1992 Option Plan, including the granting and certain terms of stock
options, and all other compensation and benefit plans. The Committee oversees
salary grade administration for the entire Company, which is used for
establishing merit increases and starting salaries for new employees and is the
basis for compensation reviews for all officers of the Company, including the
Chief Executive Officer. When deemed appropriate, the
6
<PAGE>
Committee also consults with independent outside advisors for guidance on
executive compensation issues.
Compensation Policies
The primary objective of the Company's compensation program is to offer
competitive compensation packages to attract, retain and motivate Company
employees. To achieve this objective, industry and regional compensation surveys
are used to help ensure that the Company's salary structure is competitive with
other biopharmaceutical companies of comparable size and stage of development,
both within and outside of the Company's geographical area. These surveys, in
conjunction with the Company's overall financial condition, are also used in the
process of determining annual merit increases for all employees.
The Company's compensation program currently consists of an annual base
salary, in certain select instances cash bonuses and, for employees at manager
level and above, annual awards of stock options. Initially, when an executive is
hired, a compensation package is developed based on the qualifications and
experience the individual brings to the Company. In certain instances, the
Company cannot match the cash compensation offered by large pharmaceutical
companies and larger biopharmaceutical companies and, therefore, supplements
salary with sizable grants of stock options. In addition, annual grants of stock
options are awarded based on the individual's and the Company's performance. The
Company believes that this granting of stock options provides an opportunity for
financial rewards not offered, either generally or to the same extent, in
larger, more mature companies. However, these options will only be of real value
if the Company is successful in achieving its business objectives, thereby
increasing stockholder value. Consequently, the employee's financial rewards are
closely aligned with the Company's performance and the value created for
stockholders.
Each year the executive receives an appraisal assessing the extent to which
pre-established individual goals have been achieved and the extent to which the
individual contributed to the overall success of the Company. This appraisal
process is reviewed in light of the Company's success in achieving its overall
business objectives. The executive's annual merit adjustment and stock option
award are derived from this appraisal process.
Chief Executive Officer's Compensation
The compensation of David M. Goldenberg, the Company's Chief Executive
Officer through May 31, 1998, is administered pursuant to a five-year employment
contract, which was negotiated at arms-length and entered into between Dr.
Goldenberg and the Company on November 1, 1993 (see 'Amended and Restated
Employment Agreement with Dr. Goldenberg'). Pursuant to the employment contract,
Dr. Goldenberg is to receive an annual base salary of not less than $220,000 and
may receive annual grants of stock options and/or a cash bonus, if the
performance of his duties are to the Board's satisfaction. Dr. Goldenberg's
annual salary previously was increased to $265,000, effective July 1, 1997.
Dr. Goldenberg's performance was reviewed by the Compensation Committee at
its June 21, 1998 meeting. In view of Dr. Goldenberg's agreement to relinquish
the title of Chief Executive Officer, Dr. Goldenberg's annual salary remains at
$265,000. Effective July 21, 1998, in recognition of his accomplishments, Dr.
Goldenberg was granted an option to purchase 150,000 shares of common stock
pursuant to the 1992 Option Plan. The growth of the Company's operations over
the past year, under Dr. Goldenberg's leadership, was reviewed with specific
reference to the extent to which he contributed to the overall success of the
Company's achievement of its objectives. Specific consideration was given to the
progress made in the Company's transition to a sales and marketing organization,
the progress in research and development programs, clinical and regulatory
activities, financing and adherence to budget. In addition, Dr. Goldenberg's
total compensation was reviewed based on the experience he brings to the Company
and the salaries paid to Chief Executive Officers of other biopharmaceutical
companies of similar size and stage of development.
7
<PAGE>
Effective June 1, 1998, Robert J. DeLuccia was appointed President and Chief
Executive Officer of the Company at an annual base salary of $240,000. Mr.
DeLuccia was also granted options to purchase 200,000 shares of common stock
under the Company's 1992 Stock Option Plan. Subject to achievement of certain
milestones, Mr. DeLuccia will be entitled to receive an additional 150,000
options to purchase common stock, based upon his contribution to the Company
meeting such milestones.
Compensation Committee,
WARREN W. ROSENTHAL
W. ROBERT FRIEDMAN, JR.
RICHARD C. WILLIAMS
8
<PAGE>
Compensation of Executive Officers
The following table sets forth information regarding compensation for
services rendered, in all capacities, awarded or paid to or earned by the Chief
Executive Officer and each of the other Executive Officers of the Company who
received compensation from the Company aggregating at least $100,000 during the
year ended June 30, 1998 (collectively, the 'Named Executive Officers').
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Shares
Name and Other Annual Underlying All Other
Principal Position Year Salary($)(1) Bonus($) Compensation($) Options(#)(3) Compensation($)
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg 1998 266,875 -- 105,400(2) 150,000(4) 181,298(5)
Chairman of the Board 1997 251,875 -- 105,400(2) 100,000 169,505(5)
and Director 1996 221,875 -- 105,400(2) 200,000 179,000(5)
Robert J. DeLuccia(7) 1998 20,000 -- 750(7) 200,000(6) --
President, Chief 1997 -- -- -- -- --
Executive Officer and 1996 -- -- -- -- --
Director
Carl M. Pinsky(8) 1998 207,900 -- -- -- --
Vice President 1997 201,328 -- -- 15,000 --
Medical Affairs 1996 187,413 -- -- 30,000 --
Hans J. Hansen 1998 171,099 -- -- 10,000(4) --
Vice President, Research 1997 166,170 -- -- 15,000 --
and Development 1996 159,851 -- -- 55,000 --
Joseph E. Presslitz 1998 154,792 -- -- 10,000(4) --
Vice President, 1997 136,474 -- -- 20,000 --
Regulatory Affairs 1996 119,764 -- -- 75,000 --
Melvin A. Snyder 1998 100,000 -- 108,000(9) 10,000(4) --
Vice President, 1997 -- -- 84,000(9) 45,000 --
Marketing and Business 1996 -- -- -- -- --
Development
</TABLE>
(1) Includes contributions by the Company to its 401(k) Retirement Plan on
behalf of the Named Executive Officers.
(2) Includes (i) royalty payments in the amount of $100,000 paid pursuant to a
patent license agreement and an employment agreement and (ii) an automobile
allowance of $5,400 (See 'Agreements with Executive Officers').
(3) Represents non-qualified stock options granted pursuant to the 1992 Option
Plan. (See 'Stock Option Plan').
(4) Represents options granted in fiscal 1999 with respect to fiscal 1998.
(5) Includes (i) premiums paid on whole life insurance policies maintained for
the benefit of the Goldenberg Family Trust in fiscal 1998, 1997, and 1996,
of $156,000, $144,000, and $154,000, respectively, and (ii) premiums of
$25,000 paid each year for life insurance policies maintained for the sole
benefit of Dr. Goldenberg (see 'Agreements with Executive Officers').
(6) Represents stock options granted pursuant to the 1992 Stock Option Plan in
accordance with the employment agreement with Mr. DeLuccia. (See 'Agreements
with Executive Officers').
(footnotes continued on next page)
9
<PAGE>
(footnotes continued from previous page)
(7) Mr. DeLuccia joined the Company as President and Chief Executive Officer on
June 1, 1998. Other annual compensation includes an automobile allowance.
(See 'Agreements with Executive Officers').
(8) Mr. Pinsky retired on January 30, 1998.
(9) Includes compensation paid to Mr. Snyder while acting as a consultant to the
Company. Mr. Snyder became an employee of the Company on January 1, 1998.
Stock Option Plan
All employees of the Company, members of the Company's Board of Directors,
members of the Company's Scientific Advisory Board, if any, and consultants to
the Company are eligible to participate in the 1992 Option Plan. The 1992 Option
Plan is intended to provide incentive to continue employment and dedication of
such persons by enabling them to acquire a proprietary interest in the Company,
and by offering comparable incentives to enable the Company to better attract,
compete for and retain highly qualified employees and advisors. The 1992 Option
Plan is administered by the Compensation Committee of the Board of Directors
(the 'Committee'), currently comprised of three non-employee Directors of the
Company. The 1992 Option Plan authorizes the issuance, within ten years from the
date of its adoption, of options covering up to 3,000,000 shares of Common
Stock, subject to adjustment in certain circumstances. During fiscal 1998,
nonqualified stock options to purchase 40,000 shares of Common Stock were
granted to the current non-employee Directors of the Company at a weighted
average exercise price of $4.38 per share.
The following table sets forth certain information as to options granted
pursuant to the 1992 Option Plan to each of the Named Executive Officers during
the fiscal year ended June 30, 1998. All of such options were granted pursuant
to the 1992 Option Plan by the Compensation Committee, are non-qualified stock
options, have an option price equal to the closing market price on the date of
grant and vest over a four-year period at the rate of 25% per year.
<TABLE>
<CAPTION>
Option Grants During Fiscal 1998(1)
Potential Realizable
Value at
Assumed Annual Rates
of
Individual Grants Stock Price
Percent of Appreciation for
Shares Total Options Option Term(2)
Underlying Granted to Expiration
Options Employees in Price Expiration Option Term
Name Granted(#)(1) Fiscal Year ($/share) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg 150,000 23% $ 3.50 7/21/08 $ 330,170 $ 836,715
Robert J. DeLuccia 200,000 30 3.50 7/21/08 440,226 1,115,620
Carl M. Pinsky 0 -- -- -- -- --
Hans J. Hansen 10,000 2 3.50 7/21/08 22,011 55,781
Joseph E. Presslitz 10,000 2 3.50 7/21/08 22,011 55,781
Melvin A. Snyder 10,000 2 3.50 7/21/08 22,011 55,781
</TABLE>
(1) Represents options granted in fiscal 1999 with respect to fiscal 1998.
(2) Amounts represent hypothetical gains that could be achieved from the
exercise of the respective options and the subsequent sale of the Common
Stock underlying such options if the options were exercised at the end of
the option term. These gains are based on assumed rates of stock price
appreciation of 5% and 10% compounded annually from the date the respective
options were granted. These rates of appreciation are mandated by the rules
of the Securities and Exchange
(footnotes continued on next page)
10
<PAGE>
(footnotes continued from previous page)
Commission and do not represent the Company's estimate or projection of the
future Common Stock price. The exercise price of these options was equal to
the closing market price of the Common Stock on the date of grant.
-------------------
The following table sets forth information for each of the Named Executive
Officers with respect to the value of options exercised during the fiscal year
ended June 30, 1998 and the value of outstanding and unexercised options held as
of June 30, 1998, based upon the market value of the Common Stock of $4.4375 per
share on that date.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Shares Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares Acquired Value Fiscal Year End (#) Fiscal Year End ($)(2)
Name on Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David M. Goldenberg -- $ -- 175,000 200,000 $ 100,250 $ 70,563
Robert J. DeLuccia -- -- -- 200,000 -- --
Carl M. Pinsky 49,250 30,270 -- -- -- --
Hans J. Hansen -- -- 155,000 80,000 176,803 69,834
Joseph E. Presslitz -- -- 81,750 66,750 68,873 36,606
Melvin A. Snyder -- -- 11,250 33,750 -- --
</TABLE>
(1) Represents the difference between the closing market price of the Common
Stock on the date of exercise and the exercise price per share of
in-the-money options, multiplied by the number of shares acquired upon
exercise. The calculation does not reflect the effect of any income taxes
which may be due on the value realized.
(2) Represents the difference between the closing market price of the Common
Stock at June 30, 1998 of $4.4375 per share and the exercise price per share
of in-the-money options, multiplied by the number of shares which could be
acquired at June 30, 1998.
11
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates a comparison of the cumulative
stockholder return (change in stock price plus reinvested dividends) of the
Common Stock with the Nasdaq Pharmaceutical Stock Index (the "Nasdaq
Pharmaceutical Index") and the Nasdaq Stock Market Index (U.S.) (the "Nasdaq
Composite Index"). The comparisons in the graph are required by the Securities
and Exchange Commission and are not intended to forecast or be indicative of
possible performance of the Common Stock.
[THE FOLLOWING CHART REPRESENTS THE PLOT POINTS OF AN ACTUAL GRAPH.]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG IMMUNOMEDICS, INC., THE NASDAQ COMPOSITE INDEX
AND THE NASDAQ PHARMACEUTICAL INDEX
- --------------------------------------------------------------------------------
6/30/93 6/30/94 6/30/95 6/30/96 6/30/97 6/30/98
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Immunomedics 100 50 34 132 63 63
- --------------------------------------------------------------------------------
NASDAQ Composite 100 101 135 173 210 278
- --------------------------------------------------------------------------------
NASDAQ Pharmaceutical 100 84 111 163 166 171
- --------------------------------------------------------------------------------
</TABLE>
This chart above assumes $100 was invested on June 30, 1993 in the
Common Stock, the securities comprising the Nasdaq Pharmaceutical Index and
the securities comprising the Nasdaq Composite Index, with reinvestment of
any dividends.
Retirement Plan
The Company maintains a retirement plan established in conformity with
Section 401(k) of the Internal Revenue Code. All employees of the Company are
eligible to participate in the retirement plan and may (but are not obligated
to) contribute a percentage of their salary to the retirement plan, subject to
certain limitations. Each year, the Company may contribute to the retirement
plan a percentage of each employee's contribution to the retirement plan, which
does not exceed 5% of the employee's salary. The Company may also make an
additional contribution to the retirement plan. Employee contributions vest
immediately. Company contributions vest 20% after two years from the date of
date of hire and, thereafter, at the rate of 20% per year for the following four
years. A participant also becomes fully (100%) vested upon death, retirement at
age 65 or becomes disabled while an employee. Benefits are paid following
termination of employment or upon showing of financial hardship. It is not
possible to estimate the benefits that any participant may be entitled to under
the retirement plan since the amount of such benefits will be dependent upon,
among other things, future contributions by the Company, future net income
earned by the contributions and forfeitures on future terminations of
employment. In each of the last three fiscal years, the Company has not
contributed to the retirement plan in excess of $1,875 per year for any officer
of the Company.
12
<PAGE>
Agreements with Executive Officers
The Company has not entered into any compensatory arrangement pursuant to
which any Executive Officer of the Company will receive payments from the
Company as a result of the Executive Officer's resignation, retirement or
termination of employment or as a result of a change in control of the Company,
except as set forth below.
Amended and Restated Employment Agreement with Dr. Goldenberg
On November 1, 1993, the Company and Dr. Goldenberg entered into a five-year
employment agreement (the 'Agreement'), with an additional one-year assured
renewal and thereafter automatically renewable for additional one-year periods
unless terminated by either party as provided in the Agreement. Dr. Goldenberg
will continue to serve as the Company's Chairman and will receive an annual base
salary of not less than $220,000, subject to increases as determined by the
Board of Directors. The Board of Directors increased Dr. Goldenberg's annual
base salary to $265,000, effective July 1, 1997. The Company has agreed to
extend Dr. Goldenberg's employment agreement for a five-year period. Pursuant to
this extension, Dr. Goldenberg's annual base salary will continue at $265,000.
Further, the Company acknowledged and approved Dr. Goldenberg's continuing
involvement with CMMI and IBC Pharmaceuticals, LLC. (a joint venture being
formed between the Company and Beckman Coulter, Inc.).
Pursuant to the Agreement, Dr. Goldenberg is required to devote as much time
as is reasonably necessary to fulfill the duties contemplated by that Agreement.
Additionally, the Agreement provides that Dr. Goldenberg may engage in other
business, general investment and scientific activities provided such activities
do not materially interfere with the performance of any of his obligations under
the Agreement, allowing for those he presently performs for CMMI, as further
discussed below. The Agreement extends the ownership rights of the Company to,
with an obligation to diligently pursue, all ideas, discoveries, developments
and products in the entire medical field, which, at any time during his past or
continuing employment by the Company (but not when performing services for
CMMI), Dr. Goldenberg has made or conceived or hereafter makes or conceives, or
the making or conception of which he has materially contributed to or hereafter
contributes to, all as defined in the Agreement (collectively 'Goldenberg
Discoveries').
Further, pursuant to the Agreement, Dr. Goldenberg will receive incentive
compensation of 0.5% on the first $75,000,000 of all defined Annual Net Revenue
of the Company and 0.25% on all such Annual Net Revenue in excess thereof
(collectively 'Revenue Incentive Compensation'). Annual Net Revenue includes the
proceeds of certain dispositions of assets or interests therein (other than
defined Undeveloped Assets), including defined Royalties, certain equivalents
thereof and, to the extent approved by the Board, non-royalty license fees.
Revenue Incentive Compensation will be paid with respect to the period of Dr.
Goldenberg's employment, and two years thereafter, unless he unilaterally
terminates his employment without cause or he is terminated by the Company for
cause. With respect to the period that Dr. Goldenberg is entitled to receive
Revenue Incentive Compensation on any given products, it will be in lieu of any
other percentage compensation based on sales or revenue due him with respect to
such products under this Agreement or the existing License Agreement between the
Company and Dr. Goldenberg (described below). With respect to any periods that
Dr. Goldenberg is not receiving such Revenue Incentive Compensation for any
products covered by patented Goldenberg Discoveries or by certain defined Prior
Inventions of Dr. Goldenberg, he will receive 0.5% on cumulative annual net
sales of, and royalties, certain equivalents thereof, and, to the extent
approved by the Board, other consideration received by, the Company for such
products, (collectively, 'Annual Net Revenues'), up to a cumulative annual
aggregate of $75,000,000 and 0.25% on any cumulative Annual Net Revenue in
excess of $75,000,000 (collectively 'Incentive Payments'). A $100,000 annual
minimum payment will be paid in the aggregate against all Revenue Incentive
Compensation and Incentive Payments and any payments under the License Agreement
(discussed below).
Dr. Goldenberg will also receive a percent, not less than 20%, to be
determined by the Board, of net consideration (including license fees) which the
Company receives for any disposition, by sale, license or otherwise (discussions
directed to which commence during the term of his employment plus two years) of
any defined Undeveloped Assets of the Company which are not budgeted as part of
the
13
<PAGE>
Company's strategic plan. Dr. Goldenberg will receive not less than a 20%
interest in the Company's investment in IBC Pharmaceuticals, LLC, upon
consummation of the joint venture between the Company and Beckman Coulter, Inc.
Under the Agreement, Dr. Goldenberg is not entitled to any incentive
compensation with respect to any products, technologies or businesses acquired
from third parties for a total consideration in excess of $5,000,000, unless the
Company had made a material contribution to the invention or development of such
products, technologies or businesses prior to the time of acquisition. Except as
affected by a defined Change in Control or otherwise approved by the Board of
Directors, Dr. Goldenberg would also not be entitled to any incentive
compensation based on defined Annual Net Revenue of the Company or any Incentive
Payments with respect to any time during his term of employment (plus two years,
unless employment is terminated by mutual agreement or by Dr. Goldenberg's death
or permanent disability) that he is not the direct or beneficial owner of shares
of the Company's voting stock with an aggregate market value of at least twenty
times his defined annual cash compensation.
License Agreement with Dr. Goldenberg
Pursuant to a License Agreement between the Company and Dr. Goldenberg, Dr.
Goldenberg licensed to the Company certain patent applications owned by him at
the time of the Company's formation in exchange for a royalty in the amount of
0.5% of the first $20,000,000 of annual net sales of all products covered by any
of such patents and 0.25% of annual net sales of such products in excess of
$20,000,000. As discussed above, the Agreement with Dr. Goldenberg extends the
ownership rights of the Company to the Goldenberg Discoveries.
Life Insurance for Dr. Goldenberg
The Company has also agreed with Dr. Goldenberg to maintain in effect for
his benefit a $2,000,000 whole life insurance policy. If Dr. Goldenberg retires
from the Company on or after his agreed retirement (age 62), or if his
employment ends because of permanent disability, the Company must pay all then
outstanding loans, if any, made under such policy, and assign such policy to Dr.
Goldenberg in consideration of the services previously rendered by Dr.
Goldenberg to the Company. If the employment of Dr. Goldenberg ends for any
other reason, except for cause, Dr. Goldenberg has the option to purchase such
policy for a price mutually agreed upon by him and the Board of Directors, but
not to exceed the cash value thereof less any outstanding policy loans, or he
may purchase such policy at its full cash value, less any outstanding loans,
with the purchase price to the paid out of the proceeds of the policy or any
earlier payment or withdrawal of all or any portion of its net cash value. The
Company also currently maintains $4,000,000 of key man life insurance on Dr.
Goldenberg for the benefit of the Company.
A trust created by Dr. Goldenberg has purchased a $10,000,000 whole life
policy on his life. The policy provides funds which may be used to assist Dr.
Goldenberg's estate in settling estate tax obligations and thus potentially
reducing the number of shares of the Common Stock the estate may be required to
sell over a short period of time to raise funds to satisfy such tax obligations.
This policy was purchased in September 1994 to replace three policies
aggregating $20,000,000 which had been in effect since November 1991 covering
the second-to-die of Dr. Goldenberg and his then wife. Upon cancellation of
these three policies, the cash surrender value of the policies was reinvested
into the new policy. During what is estimated to be a 15-year period, the
Company is obligated to pay $143,000 per year towards premiums, compared to an
equivalent $250,000 commitment under the previous policies, in addition to
amounts required to be paid by Dr. Goldenberg. The Company has an interest in
this new policy up to the cumulative amount of premium payments made by it under
the old and new policies, which, through September 28, 1998, amounted to
$1,266,000. If Dr. Goldenberg's employment terminates, and the policy is not
maintained, the Company would receive payment of only its invested cumulative
premiums, up to the amount of cash surrender value in the policy.
14
<PAGE>
Employment Agrement with Robert J. DeLuccia
On June 1, 1998, the Company appointed Robert J. DeLuccia as President and
Chief Executive Officer and a member of the Board of Directors. Mr. DeLuccia
will receive an annual base salary of $240,000, subject to annual review by the
Board of Directors. In addition, Mr. DeLuccia was granted ten-year options to
purchase 200,000 shares of the Company's common stock at a price of $3.50 per
share (the market price on the date of grant), and will be granted additional
options to purchase 150,000 shares of the Company's common stock after one year,
if the Company achieves certain milestones. In the event of a change in control
of the Company, Mr. DeLuccia is entitled to severance of no less than nine
months salary continuation at his then prevailing base salary. Additionally, all
options will vest immediately upon a change of control. In the event of
involuntary termination, other than for cause, Mr. DeLuccia will receive
severance compensation equivalent to two weeks for every month of employment up
to a maximum of nine months.
The Center for Molecular Medicine and Immunology
The Center for Molecular Medicine and Immunology ('CMMI') (also known as the
Garden State Cancer Center) is a not-for-profit corporation, currently located
in Belleville, New Jersey. CMMI was established in 1983 by Dr. Goldenberg and is
devoted primarily to cancer research. Dr. Goldenberg was the original founder
of, and currently serves as President and a member of the Board of Trustees of
CMMI. Dr. Goldenberg spends substantially more of his working time for CMMI than
for the Company. Certain consultants to the Company have employment
relationships with CMMI and Dr. Hans Hansen, an officer of the Company, is an
Adjunct Member at CMMI. Dr. Carl Pinsky, an executive officer of the Company
until his retirement in January of 1998, was an Adjunct Member of CMMI until
such date. Despite these relationships, CMMI is independent of the Company and
its management and fiscal operations are the responsibility of its Board of
Trustees.
The Company's product development has involved, to varying degrees, CMMI for
the performance of certain basic research and patient evaluations. CMMI performs
pilot and pre-clinical trials in product areas of importance to the Company. In
addition, CMMI conducts basic research and patient evaluations in a number of
areas of potential interest to the Company the results of which are made
available to the Company pursuant to a collaborative research and license
agreement (the 'Research Agreement'), dated as of January 21, 1997. If such
research results in the development of a potential product, the Company has a
right of first negotiation to obtain a worldwide exclusive license to produce
and market the product (including the right to grant sublicenses), unless
developed by CMMI under a research and development contract with a third party.
In consideration for such rights, the Company has agreed to pay CMMI an annual
license fee of $200,000. If the Company exercises this right with respect to a
product, it must pay to CMMI a royalty, to be negotiated in good faith at the
time the license is obtained. To date, no products have been licensed from CMMI.
The potential for conflict of interest exists in connection with the
relationship between the Company and CMMI, and the provisions of the agreement
between the Company and CMMI have been designed to prevent such conflicts of
interest. The Company and CMMI have agreed that neither will have any right,
title or interest in or to the research grants, contracts or other agreements
obtained by the other party. The decision as to whether a potential product has
reached the stage of development such that it must be offered by CMMI to the
Company is made by the executive committee of the Board of Trustees of CMMI, and
Dr. Goldenberg has agreed not to participate in the determination of any such
issue. In addition, the decision by the Company as to whether or not to exercise
its right of first negotiation or release any potential product offered by CMMI
is determined by the majority vote of the Board of Directors (or a subcommittee
thereof), and, again, Dr. Goldenberg has also agreed not to participate in the
determination of any such issue.
The Company also has made grants, totaling $200,000 since July 1, 1997, to
CMMI in support of the research and clinical work being performed at CMMI, such
grants to be expended in a manner deemed appropriate by the Board of Trustees of
CMMI. The Company also supplies CMMI with laboratory materials and supplies at
cost or, if provided in connection with collaborative research efforts, at no
charge to CMMI and has donated to CMMI surplus equipment no longer used by the
Company.
15
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the independent
auditors to audit the books and accounts of the Company for the current fiscal
year. KPMG Peat Marwick LLP has served as such independent auditors since fiscal
year 1992. One or more representatives of KPMG Peat Marwick LLP will be present
at the Annual Meeting, will have an opportunity to make a statement if they
desire to do so and will respond to appropriate questions.
The Board of Directors recommends that the stockholders vote FOR approval of
the selection of KPMG Peat Marwick LLP as the Company's independent auditors.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders of the Company wishing to include proposals in the proxy
material relating to the 1999 Annual Meeting of Stockholders of the Company must
submit the same in writing so as to be received at the principal executive
office of the Company (to the attention of the Secretary) on or before June 12,
1999 for such proposal to be considered for inclusion in the proxy statement for
such meeting. Such proposals must also meet the other requirements of the rules
of the Securities and Exchange Commission relating to stockholder proposals.
The Governance and Nominating Committee will consider nominees recommended
by stockholders of the Company for election as a Director at the 1999 Annual
Meeting of Stockholders of the Company, provided that any such recommendation is
submitted in writing, not less than 60 nor more than 120 days before the
anniversary date of the 1998 Annual Meeting of Stockholders, to the Committee,
c/o the Secretary of the Company, at the Company's principal executive offices,
accompanied by a description of the proposed nominee's qualifications and other
relevant biographical information and an indication of the consent of the
proposed nominee to serve. In recommending candidates, the Governance and
Nominating Committee seeks individuals who possess broad training and experience
in business, finance, law, government, medicine, immunology, molecular biology,
management or administration and considers factors such as personal attributes,
geographic location and special expertise complementary to the background and
experience of the Board as a whole.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
for consideration at the Annual Meeting. However, the accompanying proxy gives
discretionary authority if other matters properly come before the Annual
Meeting, and the persons named in the accompanying proxy intend to vote thereon
in accordance with their best judgment.
The Company will furnish, without charge, to each person whose proxy is
being solicited, upon written request, a copy of its Annual Report on Form 10-K
for the fiscal year ended June 30, 1998, as filed with the Securities and
Exchange Commission, including the financial statements, notes to the financial
statements and the financial schedules contained therein. Copies of any exhibits
thereto also will be furnished upon the payment of a reasonable duplicating
charge. Written requests for copies of any such materials should be directed to
Immunomedics, Inc., 300 American Road, Morris Plains, New Jersey 07950;
Attention -- Investor Relations.
16
<PAGE>
SOLICITATION AND EXPENSES
The Company will bear the cost of the Annual Meeting and the cost of
soliciting proxies, including the cost of mailing the proxy materials. In
addition to solicitation by mail, Directors, officers and regular employees of
the Company (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals and the Company will reimburse
them for their expenses.
By Order of the Board of Directors,
DAVID M. GOLDENBERG,
Chairman of the Board
October 2, 1998
17
<PAGE>
